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What is Restated Articles of Incorporation?
In Alberta, a restated articles of incorporation is an official filing that consolidates a corporation's original articles and all amendments into one up-to-date document without making any new changes.
Restating the articles of incorporation produces a single, consolidated version of a corporation's charter documents that includes all changes made since incorporation. Unlike an articles of amendment (which enacts a specific change), a restated articles of incorporation does not introduce any new amendments.
It merely compiles the original articles together with all prior amendments for clarity. Founders and lawyers typically use a restatement after multiple amendments have been filed, so that stakeholders can reference one clean set of articles reflecting the current state of the corporation.
A restated articles of incorporation must be approved by the shareholders (by special resolution in accordance with Alberta law) before it is filed, just as with an amendment. The restated articles, once filed and registered, supersede the original incorporation document and all its amendments.
Quick Facts
Purpose of Restatement
- • Consolidates all amendments into one document
- • Improves clarity for stakeholders
- • Required with each new amendment
- • Maintains clear registry records
Legal Authority
Filed under Section 180 of the Alberta Business Corporations Act (ABCA)
Restatement vs. Amendment
📄 Restated Articles
Consolidation Only
- Does not make any new changes
- Compiles original articles + all amendments
- Creates one clean, readable document
- Supersedes all previous documents
- Same incorporation date and continuity
📝 Articles of Amendment
Makes Specific Changes
- Creates new changes to articles
- Changes name, shares, or other provisions
- Requires specific shareholder approval
- Takes effect when registered
- Adds to existing amendment history
⚡ Important Note
In Alberta, you will in practice file a restated articles of incorporation at the same time as any new amendmentto the articles, since the registry requires a restatement with each Articles of Amendment filing to maintain clear records.
When to File Restated Articles
Common Scenarios
- After Multiple Amendments: When the corporation has made several changes over time
- With New Amendments: Required by Alberta Corporate Registry with each new amendment
- For Clarity: When stakeholders need a clean, consolidated document
- Registry Direction: When the Registrar directs the company to restate
- Due Diligence: Before major transactions or financing
No Mandatory Schedule
There is no fixed statutory deadline to restate articles. It is generally done at the corporation's discretion.
Best Practice: Consider restating articles after 2-3 amendments to maintain clarity, or whenever stakeholders need to review the current constitutional documents.
Step-by-Step Restatement Process
Follow this comprehensive checklist to restate your articles of incorporation
Shareholder Approval
Draft the restated articles of incorporation to reflect all current provisions of the articles (incorporating every amendment to date). Pass a special resolution of shareholders approving the restated articles.
Special Resolution Required: Since no substantive changes are being made, the resolution simply confirms the consolidation of previous amendments. Requires at least 2/3 majority approval.
Complete the Form
Fill out the official Restated Articles of Incorporation form (Alberta Corporate Registry Form REG3067) with the corporation's details.
Form Content Includes:
- Current corporation name
- Complete share structure
- Share transfer restrictions
- Director requirements
Additional Provisions:
- Business activity restrictions
- Any other current provisions
- All amendments consolidated
- Authorized signature required
Important: This form essentially asks for the full text of the articles as restated. Ensure an authorized director or officer signs the form.
Submit to Corporate Registry
File the completed form with an authorized Alberta registry agent or directly with Alberta Corporate Registry (Service Alberta).
Filing Options:
- Through authorized registry agent
- Direct to Corporate Registry
- In person or by mail/courier
- Electronic submission available
Fee Structure:
- Government Fee: $50
- Service Fees: May apply through agents
- Total Cost: Usually $50-100
Obtain Certificate
After processing, the Corporate Registry will issue a Certificate of Restated Articles of Incorporation, confirming that the articles have been officially restated under the Business Corporations Act.
Effective Date: The restated articles become effective on the date shown on this certificate and replace the original articles and all previous amendments as the official articles on record.
Update Records
Update the corporation's minute book and records with the new restated articles. Going forward, use this restated articles document for any due diligence, filings, or legal purposes.
Record Updates:
- Update corporate minute book
- Replace old articles with restated version
- Distribute to directors/shareholders
- File with corporate records
Going Forward:
- Use for due diligence purposes
- Reference for future filings
- Provide for legal/financial matters
- Single source of constitutional truth
Key Legal Basis
Section 180 of Alberta Business Corporations Act (ABCA)
Under Section 180 of Alberta's Business Corporations Act (BCA), a corporation may restate its articles of incorporation as amended.
In Alberta, this action requires shareholder approval by special resolution (a two-thirds majority vote) in the same manner as an articles of amendment.
The restated articles must be submitted in the prescribed form (Form REG3067) to the Registrar for filing.
Legal Effect of Restatement
Upon receipt, the Registrar issues a Certificate of Restated Articles of Incorporation, and the restated articles become effective as of the date on that certificate.
The legal effect of restatement is that the new restated articles supersede the original articles of incorporation and all prior articles of amendment.
Notably, this process does not itself alter any provisions of the articles; it's purely a re-publication of the articles in consolidated form.
Official Forms and Procedures
The official form for Alberta restated articles is designated Form 14 under the Business Corporations Regulations, but is commonly referenced by its form code REG3067.
The filing is made under the authority of the Business Corporations Act and is subject to the standard corporate filing fee in Alberta ($50 for restated articles).
It does not change the incorporation date or create a new corporation - the company remains the same entity with updated documentation.
Frequently Asked Questions
When should a corporation file restated articles of incorporation in Alberta?
There is no mandatory schedule for restating articles, but it's typically done after a corporation has gone through multiple amendments to its articles. By filing restated articles, the company compiles all those changes into one document for convenience and clarity.
In Practice: In Alberta, you will file a restated articles of incorporation at the same time as any new amendment to the articles, since the registry requires a restatement with each Articles of Amendment filing. Additionally, the Registrar of Corporations can direct a company to restate its articles if needed to ensure the records are clear.
What is the difference between an articles of amendment and a restated articles of incorporation?
Articles of Amendment
Used to make a specific change to a corporation's articles (changing name, share structure, etc.). Takes effect when approved by shareholders and registered by Corporate Registry.
Restated Articles
Does not create any new changes - simply consolidates the original articles with all amendments that have already been made into one document.
In short, amendments change the articles, while a restatement just republishes the articles (as already changed) in a single document. After restatement, the corporation's articles are easier to read as one comprehensive document, but the substantive content is the same.
Do restated articles of incorporation require shareholder approval or a filing to the government?
Yes. In Alberta, restating the articles must be approved by the shareholders via a special resolution (typically a 2/3 majority vote) just like other fundamental changes.
Once approved, the corporation must file the Restated Articles of Incorporation (Form REG3067) with Alberta's Corporate Registry to make it official. The Registrar will then issue a new certificate confirming the restated articles.
Important: Simply compiling the document internally has no legal effect until it is filed and registered with the Corporate Registry.
What does the Certificate of Restated Articles indicate, and does restating affect the corporation's status?
The Certificate of Restated Articles of Incorporation, issued by Alberta Corporate Registry, indicates that the corporation's articles have been "restated" as of a certain date. The certificate confirms that the attached restated articles are now the official articles of the corporation.
No Change to Corporate Status:
- • Restating does not change the corporation's status or continuity
- • Does not affect the incorporation date
- • Is not a new incorporation
- • Does not alter any rights or provisions by itself
- • Purely a revision of documentation
How much does it cost to file restated articles of incorporation in Alberta, and what form is used?
Cost
- Government fee: $50
- Service fees: May apply through registry agents
- Total cost: Usually $50-100
Form & Process
- Form: REG3067
- Available from: Service Alberta or registry agents
- Submission: Through authorized service provider
- Certificate: Issued as proof of filing
Related Alberta Compliance Guides
Articles of Amendment – Name Change
Complete guide to officially changing an Alberta corporation's name through Articles of Amendment filing.
Corporate ChangesArticles of Amendment – Share Structure
Complete guide to changing your Alberta corporation's share capital or share structure through amendments.
Corporate ChangesArticles of Incorporation
Complete guide to filing Articles of Incorporation with Alberta Corporate Registry to create a new corporation.
Business FormationsStreamline Your Corporate Documentation
Our compliance experts can help you consolidate your articles and maintain clear, up-to-date corporate documentation through proper restatement procedures.
Same-Day Processing: Most restatements processed immediately
Expert Review: All documents reviewed for accuracy and completeness